SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. __)*

                               TRIDEX CORPORATION
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    895906105
                                 (CUSIP Number)


                                 Seth M. Lukash
                             c/o Tridex Corporation
                                 61 Wilton Road
                               Westport, CT 06880
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 March 14, 1997
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject to this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the Schedule,  including all exhibits.  See Section  240.13d-7(b)  for
other parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The  information  required  on the  remainder  for this  cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

CUSIP No. 895906105

1)   Names of Reporting Persons and I.R.S.  Identification Nos. of Above Persons
     (entities only): Seth M. Lukash

2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)  N/A
     (b)  N/A

3)   SEC Use Only

4)   Source of Funds: PF and SC.

5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e).

6)   Citizenship or Place of Organization: USA

Number of       7)  Sole Voting Power:  549,371 Common Shares
Shares          8)  Shared Voting Power: 2,800 Common Shares (owned jointly with
Beneficially        Gayle L. Smithson)
Owned by        9)  Sole Dispositive Power: 549,371 Common Shares
Each Reporting  10) Shared  Dispositive  Power:    2,800  Common  Shares  (owned
Person              jointly with Gayle L. Smithson)

11)  Aggregate  Amount  Beneficially  Owned by Each  Reporting  Person:  552,171
     Common Shares

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares: N/A

13)  Percent of Class Represented by Amount in Row (11): 8.7%

14)  Type of Reporting Person: IN

Item 1.   Security and Issuer

     a)   The title of the class of equity  securities  to which this  statement
          relates is Common Stock.

     b)   The name and address of the principal executive officers of the issuer
          of such securities is: Tridex Corporation,  61 Wilton Road,  Westport,
          Connecticut 06880.

Item 2.    Identity and Background

     a)   Seth M. Lukash

     b)   c/o Tridex Corporation, 61 Wilton Road, Westport, Connecticut 06880

     c)   President,  Chief Executive Officer and Chairman,  Tridex Corporation,
          61 Wilton Road, Westport, Connecticut 06880

     d)   During the last five years,  I have not been  convicted  in a criminal
          proceeding.

     e)   During  the  last  five  years,  I have  not  been a party  to a civil
          proceeding  of  a  judicial  or   administrative   body  of  competent
          jurisdiction  with  respect  to, and I am not  subject to a  judgment,
          decree or final  order  enjoining  violations  of, or  prohibiting  or
          mandating activities subject to, federal or state securities laws.

     f)   U.S.A.

Item 3.   Source and Amount of Funds or Other Consideration.

     Of the 552,171 shares owned by the reporting person,  100,552 were acquired
     by gift and the  balance  were  purchased,  by the  exercise  of options or
     warrants on dates from before 1991  through  March 14,  1997.  On March 14,
     1997,  the  reporting  person  exercised  options  and  warrants to acquire
     105,000  shares for an  aggregate  price of  $801,375.  As discussed in the
     Proxy  Statement of the issuer dated April 16, 1997,  on March 14, 1997 the
     issuer accepted a note in the amount of $801,375 from the reporting  person
     in payment of the exercise price of such options and warrants.  The note is
     a full recourse note, due June 30, 1999, bearing interest payable quarterly
     at 7.577%,  and  secured by a pledge of shares of common  stock of TransAct
     Technologies   Incorporated  and  the  issuer.  The  reporting  person  has
     disclosed transactions in the issuer's securities on Form 4 filings.

Item 4.   The Purpose of Transaction

     The reporting person, who serves as President,  Chief Executive Officer and
     Chairman of the issuer, has acquired the shares over time as an investment.
     The  reporting  person  has no  plans,  in his  capacity  as an  individual
     investor,  which relate to or would result in: (a) the  acquisition  by any
     person of additional  securities of the issuer,  or the  disposition of the
     securities of the issuer; (b) an extraordinary corporate transaction,  such
     as a merger, reorganization, or liquidation, involving the issuer or any of
     its subsidiaries;  (c) a sale or transfer of a material amount of assets of
     the issuer or any of its subsidiaries;  (d) any change in the present board
     of directors or management of the issuer,  including any plans or proposals
     to change the number or term of directors or to fill any existing vacancies
     on the board;  (e) any  material  change in the present  capitalization  or
     dividend  policy  of the  issuer;  (f) any  other  material  change  in the
     issuer's  business or  corporate  structure;  (g)  changes in the  issuer's
     charter,  by-laws or  instruments  corresponding  thereto or other  actions
     which may impede the  acquisition  of control of the issuer by any  person;
     (h)  causing a class of  securities  of the  issuer to be  delisted  from a
     national  securities  exchange or to cease to be authorized to be quoted in
     an  inter-dealer  quotation  system  of a  registered  national  securities
     association;  (i) a class  of  equity  securities  of the  issuer  becoming
     eligible for  termination of registration  pursuant to Section  12(g)(4) of
     the  Securities  Exchange Act of 1934; or (j) any action  similar to any of
     those numerated above.

     In his  capacity as a director  and officer of the  issuer,  the  reporting
     person  may,  from time to time,  have a role in  formulating  plans  which
     relate to or would result in any of the foregoing  actions,  which would be
     disclosed by the issuer as required  under  applicable  law. The  reporting
     person has no such plans in his capacity as an investor.

Item 5.   Interest in Securities of the issuer

     a)   The  aggregate  number  and  percentage  of the  class  of  securities
          identified pursuant to Item 1 beneficially owned by me are as follows:
          552,171  shares,  consisting of 517,050  shares owned of record by the
          reporting person,  5,655 shares owned by an IRA for the benefit of the
          reporting person and 26,666 shares subject to a vested option from the
          issuer to  purchase  shares at $3.0938  per share.  In  addition,  the
          reporting  person owns 2,800  shares of record  jointly  with Gayle L.
          Smithson.  The aggregate number of shares owned,  552,171,  represents
          approximately 8.7% of the outstanding shares of the issuer.

     b)   The reporting  person shares voting and  dispositive  power over 2,800
          shares with Gayle L. Smithson.

     c)   N/A

     d)   The reporting  person shares voting and  dispositive  power over 2,800
          shares  with  Gayle L.  Smithson.  No other  person  has the  right to
          receive  or the power to  direct  the  receipt  of  dividends  from or
          proceeds from the sales of the remainder of the shares of the issuer's
          common stock owned by the reporting person.

     e)   N/A

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer.

     Other than stock options granted to the reporting person under the issuer's
     incentive plans generally applicable to employees,  and the pledge of stock
     of  the  issuer  described  in  Item  3  above,  there  are  no  contracts,
     arrangements,  understandings or relationships (legal or otherwise) between
     or among myself and any  person(s)  with respect to any  securities  of the
     issuer,  including  but not  limited  to  transfer  of voting of any of the
     securities,  put or calls,  guarantees  of profits,  division of profits or
     loss,  contracts,  arrangements,  understandings or relationships have been
     entered into, and this includes such  information for any of the securities
     that are pledged or otherwise  subject to  contingency  the  occurrence  of
     which would give another person voting power or investment  power over such
     securities.

Item 7.   Material to be Filed as Exhibits.

     1. Promissory Note of the reporting person to the issuer,  originally dated
     March 14, 1997 and amended as of July 1, 1998.

     2. Pledge Agreement from the reporting person to the issuer dated March 14,
     1997.

                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.



Dated: April 1, 1999                             /s/Seth M. Lukash
                                                -------------------------------
                                 Seth M. Lukash




                                                                       EXHIBIT 1
                                    TERM NOTE

$801,375.00                                                       March 14, 1997
                                                    (amended as of July 1, 1998)

For value  received,  Seth M. Lukash (the  "Borrower"),  with a residence at 404
Harvest Commons,  Westport, CT 06880,  promises to pay to Tridex Corporation,  a
Connecticut corporation with an executive office at 61 Wilton Road, Westport, CT
06880  ("Lender"),  or order, the principal amount of eight hundred one thousand
three  hundred  seventy five  ($801,375.00)  Dollars  (the "Loan  Amount") on or
before  June 30,  1999  (the  "Maturity  Date").  This  Note  shall be repaid as
follows:  Borrower  shall  make  quarterly  payments  in arrears  consisting  of
interest-only to the Lender commencing on September 30, 1998, December 31, 1998,
March 31, 1999 and June 30, 1999.  Interest on the unpaid  principal  balance of
this Note  shall  accrue at a per  quarter  rate  equal to  7.577%.  The  entire
principal balance,  together with all unpaid interest,  fees, expenses and other
charges, if not sooner paid, shall in any event be paid on the Maturity Date.

     Principal  and interest  shall be payable at Lender's  executive  office as
noted above,  in lawful money of the United States of America  without  set-off,
deduction or  counterclaim.  Interest shall be calculated on the basis of actual
days elapsed and a 360-day  year.  This Note may be prepaid  without  penalty in
whole or in  increments  of at least  $1,000.00 on prior  written  notice to the
Lender.

     This Note is secured  by a pledge  under a Pledge  and  Security  Agreement
between  the  Borrower  and  the  Lender  of even  date  herewith  (the  "Pledge
Agreement").  If the value, based on the average closing sale price for the last
ten (10) trading days (the "Collateral  Value"),  of the stock pledged under the
Pledge  Agreement is at any time less than two times the sum of the  outstanding
principal  amount plus  interest  accrued under this Note,  the Borrower  shall,
within ten (10) days of receipt of a written  request  from the  Lender,  pay an
amount  sufficient  to reduce  the sum of the  principal  amount  which  remains
outstanding  plus interest,  so that the  Collateral  Value is not less than two
times such sum.

     At the option of the holder,  this Note shall  become  immediately  due and
payable  without  notice or demand upon the occurrence at any time of any of the
following events of default:  (1) the death of the Borrower;  (2) failure by the
Borrower to pay in full and when due any amount of  principal  or interest  when
due under the Note;  (3) if the  Borrower  is no longer  employed  by either the
Lender,  TransAct  Technologies  Incorporated  or a  consolidated  subsidiary of
either of them; (4) a petition or application by or against the Borrower for the
appointment  of a  trustee  or  receiver  of the  estate  or  assets,  or of any
substantial  portion  of  the  estate  or  assets  of  the  Borrower;   (5)  the
commencement of any  proceedings  relating to the Borrower under any bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment of debt, dissolution or
liquidation law of any  jurisdiction,  and such proceedings  shall not have been
dismissed within sixty (60) days  thereafter;  or (6) failure by the Borrower to
perform,  observe  or comply  with any of the  covenants,  agreements,  terms or
conditions set forth (i) in this Note (other than  payment),  (ii) in the Pledge
Agreement  (including,  but not limited to,  Section 6 regarding  maintenance of
adequate  collateral),  or (iii) in any  other  loan  documents  or  instruments
executed in connection herewith, which failure continues without cure for thirty
(30) days.

     Any payments received by the Lender on account of this Note prior to demand
shall be applied first to any costs, expenses or charges then owed to the Lender
by the Borrower,  second to accrued and unpaid interest, and third to the unpaid
principal balance hereof. Any payments so received after demand shall be applied
in such manner as the Lender may determine.

     Any and all cash, securities, instruments or other property at any time due
to the Borrower from the Lender shall at all times  constitute  security for all
of the liabilities and obligations of the Borrower to the Lender under this Note
or the Pledge  Agreement and may be applied or set-off against such  liabilities
and obligations,  at any time,  whether or not such are then due, whether or not
demand has been made and whether or not other  collateral  is then  available to
the Lender.

     No delay or  omission  on the part of the  holder in  exercising  any right
hereunder  shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay,  omission or waiver on any one occasion be deemed a
bar to or waiver  of the same or any other  right on any  future  occasion.  The
Borrower  and every other maker and every  endorser or  guarantor  of this Note,
regardless of the time, order or place of signing,  waives presentment,  demand,
protest and notices of every kind and assents to any  extension or  postponement
of the time of payment or any other indulgence, to any substitution, exchange or
release of  collateral,  and to the  addition  or release of any other  party or
person primarily or secondarily liable.

     The  Borrower,  and  each  endorser  and  guarantor  of  this  Note,  shall
indemnify, defend, and hold the Lender and its directors,  officers,  employees,
agents and attorneys  harmless  against any claim brought or threatened  against
the Lender by the Borrower, by any endorser or guarantor, or by any other person
(as  well  as  from  reasonable  attorneys'  fees  and  expenses  in  connection
therewith)  on account of the  Lender's  relationship  with the  Borrower or any
endorser  or  guarantor  hereof  (each of which  may be  defended,  compromised,
settled or pursued by the Lender with counsel of the Lender's selection,  but at
the expense of the Borrower and any endorser and/or guarantor).

     The  Borrower and each  endorser  and  guarantor of this Note agree to pay,
upon demand,  costs of collection of the principal of and interest on this Note,
including without limitation reasonable attorneys' fees. Upon default,  interest
shall accrue at a rate per annum equal to eighteen (18%) percent. If any payment
due  under  this Note is  unpaid  for ten (10)  days or more  after the due date
thereof,  the  Borrower  shall pay, in addition to any other sums due under this
Note (and without  limiting the holder's other remedies on account  thereof),  a
late charge equal to five (5%) percent of the amount of such payment.

     This  Note  shall be  binding  upon the  Borrower  and  each  endorser  and
guarantor  hereof and upon their  respective  heirs,  successors,  assigns,  and
representatives,  and  shall  inure  to  the  benefit  of  the  Lender  and  its
successors, endorsees, and assigns.

     A  photographic  or  other  reproduction  of this  Note  may be made by the
Lender,  and any such reproduction shall be admissible in evidence with the same
effect of the  original  itself in any  judicial  or  administrative  proceeding
whether or not the original is in existence.

     This Note is delivered to the Lender at its office in Connecticut, shall be
governed  by the  laws  of  Connecticut,  and  shall  take  effect  as a  sealed
instrument.

     Borrower,  and each  endorser and  guarantor of this Note each  irrevocably
submits to the non-exclusive  jurisdiction of any federal or state court sitting
in Connecticut over any suit, action or proceeding arising out of or relating to
this Agreement. Each Borrower, endorser or guarantor, irrevocably waives, to the
fullest extent it may  effectively do so under  applicable law, any objection it
may have or hereafter  have to the laying of the venue of any such suit,  action
or  proceeding  brought  in any such  court and any claim that the same has been
brought  in  an  inconvenient  forum.  Each  Borrower,   endorser  or  guarantor
irrevocably  appoints the Secretary of State of  Connecticut  as its  authorized
agent to accept and  acknowledge  on its behalf any and all process which may be
served in any such suit,  action or  proceeding,  consents to such process being
served  either (i) by mailing a copy thereof by  registered  or certified  mail,
postage prepaid,  return receipt  requested,  to such Borrower's,  endorser's or
guarantor's address shown below or as notified to the Lender and (ii) by serving
the same upon such agent and agrees that such service  shall in every respect be
deemed effective service upon such Borrower, endorser or guarantor.

     EACH  BORROWER,   ENDORSER  AND  GUARANTOR  AND  LENDER  HEREBY  KNOWINGLY,
VOLUNTARILY  AND  INTENTIONALLY,  AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL
COUNSEL,  WAIVES  ANY  AND ALL  RIGHTS  TO A TRIAL  BY  JURY  IN ANY  ACTION  OR
PROCEEDING  IN  CONNECTION  WITH THIS  NOTE,  THE  OBLIGATIONS,  IN ALL  MATTERS
CONTEMPLATED  HEREBY  AND  DOCUMENTS  EXECUTED  IN  CONNECTION  HEREWITH.   EACH
BORROWER,  ENDORSER AND GUARANTOR  CERTIFIES  THAT NEITHER THE LENDER NOR ANY OF
ITS REPRESENTATIVES,  AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE LENDER WOULD NOT IN THE EVENT OF ANY SUCH  PROCEEDING,  SEEK TO ENFORCE
THIS WAIVER OF RIGHT TO TRIAL BY JURY.

     THIS LOAN IS PAYABLE IN FULL AT  MATURITY.  BORROWER  MUST REPAY THE ENTIRE
PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE.

     EXECUTED as an instrument under seal as of the day first written above.


WITNESS: /s/George T. Crandall                 BORROWER:     /s/ Seth M. Lukash
            George T. Crandall                                   Seth M. Lukash



                                                                       EXHIBIT 2
                          PLEDGE AND SECURITY AGREEMENT

     This Pledge and Security  Agreement (the "Agreement") dated as of this 14th
day of March 1997,  between  Seth M.  Lukash,  with a  residence  at 404 Harvest
Commons,   Westport,  CT  06880  (the  "Pledgor")  and  Tridex  Corporation,   a
Connecticut corporation with an executive office at 61 Wilton Road, Westport, CT
06880 (the "Pledgee").

     For value received, to induce Pledgee to make a certain loan of $801,375.00
(the  "Loan") to the Pledgor  and to secure the  payment of a certain  Term Note
(the "Note") of even date herewith evidencing the Loan in the original principal
amount of  $801,375.00,  and to  secure  ful1  payment  and  performance  of all
covenants and  agreements of the Pledgor under the Note and any other  documents
executed in conjunction with the Loan (the "Loan Documents"), and for other good
and  valuable  consideration,  the  receipt  and  delivery  of which  is  hereby
acknowledged,  Pledgor hereby assigns,  transfers,  delivers, and pledges to the
Pledgee, and hereby grants to the Pledgee, a continuing security interest in any
and all of the  Pledgor's  present and future  right,  title and interest in the
shares of common stock of Pledgee,  as more particularly  described in Exhibit A
(the "Stock"),  together with all accounts, contract rights, general intangibles
and any and all other  rights to receive  sums of money or  benefits  therefrom,
whether  denominated  fees,  interest,  dividends,  reimbursements,  advances or
otherwise,  and any and all cash dividends,  stock dividends,  distributions and
proceeds  of the  same  derived  therefrom  and any and  all  personal  property
purchased with the cash proceeds thereof (collectively, the "Collateral"). After
an Event of Default (as  hereinafter  defined),  the Pledgee  may  transfer  the
Collateral  into its name or that of its  nominee and may receive the income and
any distribution  thereon and hold the same as security for the full payment and
performance  of  obligations  due and  owing  under  the Loan and the Note  (the
"Obligations").

     This  Agreement  shall  terminate and the Collateral be returned to Pledgor
upon the satisfaction of all obligations under the Note.

     Pledgor shall deliver to Pledgee any amendments to this Agreement or to the
foregoing or additional security instruments executed in connection therewith or
required to protect the Pledgee's security interest therein.

     The occurrence of any one or more of the following events shall be an event
of default (an "Event of Default") hereunder: (i) the death of the Pledgor; (ii)
an event of default in the  payment or  performance  of any of the  Obligations;
(iii) the  occurrence  of any event or default under or breach by the Pledgor of
any term or condition  hereunder or under the Obligations or any other agreement
securing the  Obligations or related hereto between the Pledgee and the Pledgor;
(iv) the Pledgor making any representation or warranty or furnishing any writing
in connection with or pursuant to the Obligations  that is false in any material
respect  with  respect  to the  Pledgor on the date as of which made and has not
been cured; (v) an assignment by the Pledgor for the benefit of creditors;  (vi)
a petition or application by the Pledgor to any tribunal for the  appointment of
a trustee or receiver of the estate or assets or of any  substantial  portion of
the estate or assets of the Pledgor, or commencement of any proceedings relating
to the Pledgor under any bankruptcy,  reorganization,  arrangement,  insolvency,
readjustment  of  debt,  dissolution  or  liquidation  law of any  jurisdiction,
whether now or  hereafter  in effect;  or (vii) such a petition  or  application
being filed or any such  proceedings  are commenced  against the Pledgor and the
Pledgor  by  any  act  indicates  its  approval  thereof,  consent  thereto,  or
acquiescence  therein,  or any order is entered  appointing  any such trustee or
receiver,  or declaring  the Pledgor  bankrupt or  insolvent,  or approving  the
petition in any such  proceedings,  but only if not dismissed  within sixty (60)
days of filing (an "Event of Default").

     Upon the  occurrence of an Event of Default under this  Agreement,  without
any demand or notice,  except as may be required by applicable  law, the Pledgee
may declare  all  obligations  secured  hereby  immediately  due and payable and
Pledgee may set-off the Collateral  against the  Obligations,  sell or otherwise
dispose of and deal with any or all of the  Collateral  and may exercise any and
all rights and remedies  accorded to it by Article 9 of the Connecticut  Uniform
Commercial Code, as amended from time to time, or otherwise accorded by law, all
as the Pledgee or any authorized person acting for it may determine,  including,
without  limitation of the foregoing,  bidding and/or becoming  purchaser at any
public sale, free from any right of redemption,  which the Pledgor hereby waives
and releases,  and no purchaser  shall be responsible for the application of the
purchase  money.  Without  limiting  the  Pledgee's  right  to  dispose  of  the
Collateral in any other commercially  reasonable manner,  Pledgor further agrees
that a sale at public  auction,  if  required  by law or  otherwise  elected  by
Pledgor,  would be a commercially  reasonable sale. The Pledgor agrees that five
(5) days' notice of such sale will be deemed reasonable, if any is required.

     Prior to any Event of Default,  the  Pledgor  shall be entitled to exercise
all voting powers pertaining to the Collateral for all purposes, but in a manner
which is not  inconsistent  with the  provisions of this  Agreement or any other
agreement,  instrument or document evidencing or relating to any Obligation, and
the  Pledgee  shall  execute or cause to be executed  from time to time,  at the
expense of the Pledgor, such proxies or other instruments as shall be reasonably
requested  in writing by the  Pledgor to enable  the  Pledgor to  exercise  such
voting power.

     If upon the  dissolution or liquidation (in whole or in part) of the issuer
of any Collateral,  any sum is paid as a liquidating dividend or otherwise on or
with  respect  to any  Collateral,  or if any  sum is  paid  on  account  of the
principal of any Collateral, such sum shall be paid to the Pledgee to be held by
it as Collateral hereunder or applied to Obligations whether or not due, in such
order and in such  amounts as the  Pledgee may elect.  If any stock  dividend is
declared  on any  Collateral  or any shares of stock or  fractions  thereof  are
issued pursuant to any so-called "stock split"  involving any Collateral,  or if
any distribution of capital is made on any Collateral or if any shares of stock,
obligations  or  other  property  are  distributed  on or  with  respect  to the
Collateral  (including,  but not limited to the distribution of shares of common
stock of  TransAct  Technologies  Incorporated  scheduled  for March 31,  1997),
whether on account of recapitalization,  bankruptcy,  reorganization,  merger or
consolidation of the issuer, or otherwise,  the shares of stock,  obligations or
other property so distributed shall be delivered to the Pledgee to be held by it
as  Collateral  hereunder,  and all of the  foregoing  which are  securities  or
instruments shall constitute  Collateral for all purposes hereof. All securities
or other property so distributed shall be paid or delivered to the Pledgee to be
held or applied by the Pledgee as Collateral or to be applied to the Obligations
when due, in such order and in such amounts as the Pledgee may elect.

     Upon and after an Event of Default  (unless the same is previously  cured),
the Pledgee shall be entitled to receive and retain as  Collateral  hereunder or
apply to any Obligations any and all dividends and interest at any time declared
or paid on the Collateral.

     All payments,  shares of stock and other  property  referred to herein,  if
received by the  Pledgor,  shall be  delivered  by the  Pledgor to the  Pledgee,
immediately  upon receipt  thereof by the Pledgor (duly  endorsed or assigned to
the Pledgee as appropriate) in the identical form received by the Pledgor.

     The Pledgee in its sole  discretion  may apply any and all  proceeds of the
Collateral,  however  arising,  and other  amounts  collected or received in the
exercise of its rights hereunder to the Obligations,  when due, and may exercise
said rights without regard to the existence of any other security for any of the
Obligations.  Except as otherwise  provided herein,  all monies that the Pledgee
shall receive,  in accordance with the provisions  hereof whether by sale of the
Collateral or otherwise, shall be applied in the following manner: first, to the
payment of all costs and expenses incurred in connection with the administration
and enforcement of, or the  preservation of any rights under,  this Agreement or
any of the  reasonable  expenses and  disbursements  of the Pledgee  (including,
without limitation,  the fees and disbursements of its counsel and agents);  and
second, to the payment of all Obligations.

     The Pledgee at its option, upon an Event of Default, may, but shall have no
obligation  to do so,  demand,  sue  for,  collect,  or make any  compromise  or
settlement it deems  desirable,  with reference to the  Collateral.  The Pledgee
shall have no duty as to  collection  or  protection  of any  Collateral  or any
income  or  distribution  thereon  nor as to  the  preservation  of  any  rights
including,  without limitation,  rights against prior parties, beyond reasonable
safekeeping of the Collateral in its actual possession.

     Except for notice as provided  in the Loan  Documents,  the Pledgor  hereby
waives notice of any and all advances,  extensions or renewals, and of any Event
of Default herein, as well as presentment, demand, notice, and protest as to any
and all Obligations  including without limitation all obligations of the Pledgor
hereunder;  and the  Pledgor  agrees that any  Collateral  may be  exchanged  or
surrendered  from time to time  without  notice to or  further  assent  from the
Pledgor and without in any manner  releasing the  Pledgee's  rights in any other
Collateral and the Pledgor hereby waives all suretyship defenses generally.

     No delay or  omission  by Pledgee in  exercising  or  enforcing  any of its
rights, powers, privileges,  remedies,  immunities or discretions hereunder (all
of which are hereinafter  collectively  referred to as the "Pledgee's rights and
remedies")  shall  constitute a waiver thereof;  and no waiver by the Pledgee of
any Event of Default shall operate as a waiver of any other Event of Default. No
term or provisions  hereof shall be waived,  altered or modified except with the
prior written consent of the Pledgee,  which consent makes explicit reference to
this Agreement. Except as provided in the preceding sentence, no other agreement
or  transaction of whatsoever  nature,  entered into between the Pledgee and the
Pledgor at any time (whether before,  during or after the effective date or term
of this  Agreement),  shall be construed in any  particular  manner as a waiver,
modification  or limitation of any of the  Pledgee's  rights and remedies  under
this  Agreement  (nor shall anything in this Agreement be construed as a waiver,
modification or limitation of any of the Pledgee's rights and remedies under any
such  other  agreement  or  transaction),  but all of the  Pledgee's  rights and
remedies not only under the  provisions  of this  Agreement but also of any such
other  agreement or  transaction  shall be  cumulative  and not  alternative  or
exclusive, and may be exercised by the Pledgee at such time or times and in such
order of preference as the Pledgee in its sole discretion may determine.

     The  disposition by the Pledgee of the  Collateral in exercising  Pledgee's
rights and remedies following the occurrence of an Event of Default shall convey
to the  Pledgee's  transferee  (or, if the Pledgee  retains  the  Collateral  in
satisfaction of the obligations,  to the Pledgee) all of Pledgee's rights in and
to the  Collateral.  Nothing in this  paragraph  shall be  construed  to relieve
Pledgor of any  contractual  undertaking  Pledgor may have entered into with the
Pledgee hereunder or under any other agreement.

     If any  provisions of this  Agreement or portion of such  provisions or the
application  thereof to any person or  circumstance  shall to any extent be held
invalid or  unenforceable,  the remainder of this Agreement (or in the remainder
of such provision) and the application thereof to other persons or circumstances
shall not be affected thereby.

     This  Agreement  shall  create  a  continuing   security  interest  in  the
Collateral  and be binding  upon and inure to the benefit of the Pledgor and the
respective heirs, executors, administrators,  legal representatives,  successors
and  assigns of the  Pledgor  and shall  remain in full force and effect and the
Pledgee  shall be  entitled to rely  thereon,  until the  Obligations  are fully
performed and satisfied. Notwithstanding any such termination, the Pledgee shall
have a security interest in all Collateral to secure the payment and performance
of  Obligations  arising after such  termination  as a result of  commitments or
undertakings made or entered into by the Pledgee prior to such termination.  The
Pledgee may transfer and assign this Agreement and deliver the Collateral to the
assignee,  who shall  thereupon  have all of the rights of the Pledgee;  and the
Pledgee shall then be relieved and discharged of any responsibility or liability
with respect to this Agreement and the Collateral.

     Any notice to the  Pledgor  under this  Agreement  shall be  sufficient  if
mailed to the Pledgee by certified or registered mail return receipt  requested,
addressed to the mailing address specified above and shall be effective five (5)
days after receipt by the Pledgor.

     The Pledgor hereby agrees, at its own expense, to execute and deliver, from
time to time, any and all further,  or other,  instruments,  and to perform such
acts,  as the  Pledgee  may  reasonably  request to effect the  purposes of this
Agreement  and to secure to the Pledgee the benefits of all rights,  authorities
and remedies  conferred upon the Pledgee by the terms of this Agreement.  In the
event that at any time hereafter, due to any change in circumstances,  including
without limitation,  any change in any applicable law, or any decision hereafter
made by a court  construing any applicable law, it is, in the opinion of counsel
for the Pledgee,  necessary or desirable to file or record this Agreement or any
financing statement or other instrument of document respecting this Agreement or
the  pledge  made  hereunder,  the  Pledgor  agrees to pay all  fees,  costs and
expenses of such recording or filing and to execute and deliver any  instruments
that may be necessary or appropriate to make such filing or recording effective.
The Pledgee shall have the right to file any such financing  statements  without
the signature of the Pledgor to the extent permitted by applicable law.

     The Pledgee is hereby appointed the attorney-in-fact of the Pledgor for the
purpose  of  carrying  out the  provisions  hereof  and  taking  any  action and
executing any  instruments  which the Pledgee may deem necessary or advisable to
accomplish  the  purposes  hereof  which  appointment  as   attorney-in-fact  is
irrevocable and coupled with an interest. Without limiting the generality of the
foregoing,  if any Event of Default shall have occurred,  the Pledgee shall have
the right and power to receive,  endorse and collect all checks made  payable to
the  order of the  Pledgor  representing  any  distribution  in  respect  of the
Collateral or any part thereof and to give full discharge for the same.

     Pledgor further warrants, represents, covenants and agrees:

     1.   Pledgor is the sole legal and equitable owner of the Collateral,  free
          and clear of all liens,  encumbrances,  pledges and security interests
          of every kind and  nature  except as  disclosed  in writing to Pledgee
          prior to the date of  execution of this  Agreement  and has full power
          and  authority to execute this  Agreement  and make the pledge  herein
          provided,  and Pledgor warrants and covenants and agrees to defend the
          Pledgee's rights,  title and interest in and to the Collateral against
          the claims and demands of all persons and entities.

     2.   Notwithstanding   anything  to  the  contrary  contained  herein,  any
          dividend (whether in cash, in stock or in kind), distribution or other
          proceeds issued on or with respect to the Collateral will be forthwith
          delivered  to  the  Pledgee  and  may be  applied  by  Pledgee  to the
          Obligations,  upon an Event of Default  hereunder.  The Pledgor  shall
          instruct any  registrar or transfer  agent of the company  issuing any
          shares   included  in  the  Collateral  to  deliver  such   dividends,
          distributions or other proceeds in any form directly to the Pledgee.

     3.   So long as this  Agreement  is in effect,  Pledgor  shall not,  in its
          capacity as owner of the  Collateral  or otherwise,  pledge,  endorse,
          transfer,  sell or  otherwise  dispose  of, or grant any  option  with
          respect  to,  any of the  Collateral  or create or permit to exist any
          lien,  security interest,  or other charge or encumbrance upon or with
          respect to any of the  Collateral,  except for the  security  interest
          described in this Agreement.

     4.   The security interest  described in this Agreement  represents a valid
          first lien on and security  interest in the  Collateral,  superior and
          prior to the rights of all other persons or entities and has been duly
          authorized by all necessary  actions,  authorizations  or approvals by
          the appropriate parties, if any.

     5.   The  Pledgor  shall  deliver  to  the  Pledgee  all   certificates  or
          instruments representing or evidencing Collateral in suitable form for
          transfer or delivery,  accompanied  by  duly-executed  instruments  of
          transfer or  assignment,  with a medallion  guarantee of the Pledgor's
          signature reasonably acceptable to the Pledgee. The Pledgee shall have
          the right,  in its discretion at any time or times,  to transfer to or
          register  in  the  name  of the  Pledgee  or  its  nominee  any or all
          Collateral not so transferred or registered as provided above.

     6.   Pledgor further covenants and agrees to pledge to Pledgee  replacement
          collateral  of equal or greater  value to the Stock upon  thirty  (30)
          days'  written  notice from  Pledgee  which  notice  Pledgee  shall be
          entitled to give in the event that  Pledgee  becomes  aware of (i) its
          inability to exercise its rights  against the Stock without  having to
          comply with regulatory acts; or (2) any impairment to the value of the
          Stock  which  causes  the  value of the Stock  (based  on the  average
          closing sale price for the last ten (10) trading days) to be less than
          two times the amount of the Obligations.

     This Agreement is intended to take effect as a sealed  instrument,  and all
transactions   hereunder   or   pursuant   hereto   shall  be   governed  as  to
interpretation,  validity,  effect,  rights,  duties and remedies of the parties
hereinafter  and in all  other  respects  by the  domestic  laws of the State of
Connecticut.  THE PLEDGOR,  AND EACH ENDORSER OF THIS  AGREEMENT,  SUBMIT TO THE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN CONNECTICUT WITH RESPECT
TO  THIS  AGREEMENT  AND  ANY  COLLATERAL   GIVEN  TO  SECURE  THEIR  RESPECTIVE
OBLIGATIONS TO THE PLEDGEE,  OR THEIR RESPECTIVE  RELATIONSHIPS WITH THE PLEDGEE
AND  EXPRESSLY  WAIVE  ANY AND ALL  OBJECTIONS  IT MAY  HAVE AS TO VENUE IN SUCH
COURTS.  THE PLEDGOR HEREBY KNOWINGLY AND INTENTIONALLY  WAIVES THE RIGHT IT MAY
HAVE TO TRIAL BY JURY IN ANY  LITIGATION  BASED  HEREIN,  OR ARISING UNDER OR IN
CONNECTION  WITH THIS  AGREEMENT OR ANY  AGREEMENT TO BE EXECUTED IN  CONNECTION
HEREWITH, OR OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER WRITTEN OR ORAL)
OR ACTIONS OF EITHER  PARTY.  THIS  PROVISION IS A MATERIAL  INDUCEMENT  FOR THE
PLEDGEE TO MAKE THE LOAN.

Executed as an agreement under seal this 14th day of March 1997.


TRIDEX CORPORATION


/s/ George T. Crandall
By: George T. Crandall
Its:  Vice President and Treasurer


Pledgor: /s/ Seth M. Lukash


STATE OF
COUNTY OF

     On this day of March 14, 1997 before me personally appeared Seth M. Lukash,
to me  known  to be the  person  described  in and who  executed  the  foregoing
instrument, and acknowledged that he executed the same as his free act and deed.

Notary Public: Maureen Kmetz                      My commission expires: 2/98





                                    EXHIBIT A


     105,000  shares  of  the  Common  Stock,  without  par  value,  of  Tridex
Corporation,  issued or to be issued upon the exercise of certain  stock options
by the Pledgee  funded,  all or in part,  by the Loan secured by this Pledge and
Security Agreement.